Anti-BrieryandCorruption(ABC)Policy-BnEI

BNEI Set of Tools & Templates

Disclaimer:

This document is a form only and should be modified as necessary to meet the laws of your jurisdiction, your business and particular

factual situations. Neither BnEI nor its members or affiliates assumes any legal liability or responsibility for this form.

1. Anti-Bribery & Corruption (ABC) Policy

1. POLICY STATEMENT

1.1 It is our policy to conduct all of our business in an honest and ethical manner. We take

a zero-tolerance approach to Bribery and Corruption and are committed to acting

professionally, fairly and with integrity in all our business dealings and relationships

wherever we operate and implementing and enforcing effective systems to counter bribery.

1.2 We will uphold all laws relevant to countering bribery and corruption in all the

jurisdictions in which we operate. We remain bound by local and national laws. [Please

check if FCPA and UK Bribery Act apply to your company].

2. DEFINITIONS

“Agent”: Any individual acting as an agent, paid by the company, acting on the company’s

behalf in negotiating with Third Parties.

“Bribery” / “Corruption”: Bribery occurs when one person offers, pays, seeks or accepts a

payment, gift, favour, or a financial or other advantage from another to influence a business

outcome improperly, to induce or reward improper conduct or to gain any commercial,

contractual, regulatory or personal advantage. It can be direct or indirect through Third

Parties.

“Company”: All subsidiaries and affiliated companies.

“Conflict of Interest”: Occurs when an individual or organisation is involved in multiple

interests, one of which could possibly corrupt, or be perceived to corrupt, the motivation for

an act in another.

“Donation”: A Donation is a voluntary contribution in the form of monetary or non-monetary gifts to a fund or cause for which no return service or payment is expected or

made. Contributions to industry associations or fees for memberships in organisations that

serve business interests are not necessarily considered Donations.

“Employee”: For the purposes of this policy this includes all individuals working at all levels

and grades, including senior managers, officers, directors, employees (whether permanent,

fixed-term or temporary), consultants, contractors, trainees, seconded staff, home-workers,

casual workers and agency staff, volunteers, interns, agents, sponsors, or any other person

associated with us, or any of our subsidiaries or joint ventures or their employees, wherever

they are located.

“Facilitation Payments”: A form of Bribery in which small payments are made with the

purpose of expediting or facilitating the performance by a Public Official of a routine

governmental action and not to obtain or retain business or any other undue advantage.

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Facilitation payments are typically demanded by low level and low income Public Officials in

exchange for providing services to which one is legally entitled without such payments.

“Gifts, Invitations & Hospitality”: Invitations given or received to social functions, sporting

events, meals and entertainment, gifts or customary tokens of appreciation.

“Intermediary”: Includes but is not limited to Agents, distributors, consultants, sales

representatives, implementation partners, sales partners.

“Kickback”: A bribe to obtain an undue advantage, where a portion of the undue advantage

is 'kicked backed' to the person who gave, or is supposed to give, the undue advantage.

“Public Official”: Officials or employees of any government or other public body, agency or

legal entity, at any level, including officers or employees of state-owned enterprises and

officers or employees of enterprises which are mandated by a public body or a state-owned

enterprise to administrate public functions.

“Sponsorship”: Sponsorship is about partnering with external organisations to deliver

mutual benefits through an exchange of monies, products, services, content or other

intellectual property.

“Third Party”: Any individual or organisation you come into contact with during the course

of your work for us. This includes actual and potential customers, suppliers, business

contacts, Intermediaries, government and public bodies, including their advisors,

representatives and officials, politicians and political parties.

3. SCOPE

3.1 This policy applies to all Employees and relevant Third Parties of the Company and

shall be communicated to them at the outset of our business relationship and as appropriate

thereafter.

3.2 This policy applies in all countries or territories where the Company operates. Where

local customs, standards, laws or other local policies apply that are stricter than the

provision of this policy, the stricter rules must be complied with. However, if this policy

stipulates stricter rules than local customs, standards, laws or other local policies, the

stricter provisions of this policy shall apply.

4. GIFTS, INVITATIONS & HOSPITALITY

4.1 This policy does not prohibit normal and appropriate hospitality (given and received)

to or from Third Parties.

4.2 You are prohibited from accepting a gift or giving a gift to a third party in the following

situations:

(a) it is made with the intention of influencing a Third Party to obtain or retain business, to

gain a business advantage, or to reward the provision or retention of business or a

business advantage, or in explicit or implicit exchange for favours or benefits;

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(b)

it is given in your name and not in the name of the Company;

(c) it includes cash or a cash equivalent (such as gift certificates or vouchers);

(d) it is of an inappropriate type and value and given at an inappropriate time (e.g. during

a tender process); and

(e) it is given secretly and not openly.

4.3 We appreciate that the practice of giving business gifts varies between countries and

regions and what may be normal and acceptable in one region may not be in another. The

test to be applied is whether in all the circumstances the gift or hospitality is reasonable,

justifiable and is proportionate. The intention behind the gift should always be considered.

5. FACILITATION PAYMENTS & KICKBACKS

5.1 In many jurisdictions, making Facilitation Payments is illegal. We do not make, and will

not accept, Facilitation Payments or Kickbacks of any kind anywhere in the world.

5.2 Where the facilitation payment is being extorted or you are being coerced to pay it and

your safety or liberty is under threat or you feel you have no alternative but to pay for

personal or family peace of mind, then pay the Facilitation Payment and report this to your

line manager as soon as possible.

6. YOUR RESPONSIBILITIES

6.1 It is not acceptable for you (or someone on your behalf) to:

(a) give, promise to give, or offer, a payment, gift or hospitality with the expectation or

hope that a business advantage will be received, or to reward a business advantage

already given;

(b) give, promise to give, or offer, a payment, gift or hospitality to a Public Official or Third

Party to ‘facilitate’ or expedite a routine procedure;

(c) accept payment from a Third Party that you know or suspect is offered with the

expectation that it will obtain a business advantage for them;

(d) accept a gift or hospitality from a Third Party if you know or suspect that it is offered or

provided with an expectation that a business advantage will be provided by us in

return;

(e) threaten or retaliate against another Employee who has refused to commit a bribery

offence or who has raised concerns under this policy; or

(f) engage in any activity that might lead to a breach of this policy or perceived breach of

this policy.

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6.2 It is your responsibility to ensure that all accounts, invoices, memoranda and other

documents and records relating to dealings with Third Parties, such as clients, suppliers and

business contacts, should be prepared and maintained with strict accuracy and

completeness. No accounts must be kept ‘off-book’.

6.3 You must declare and keep a written record of all Gifts, Invitations & Hospitality

according to Company practice accepted or offered, which will be subject to managerial

review.

6.4 You must ensure all expense claims relating to Gifts, Invitations & Hospitality or

expenses incurred to Third Parties are submitted in accordance with the Company’s

expenses policy and specifically record the reason for the expenditure.

6.5 The prevention, detection and reporting of any form of Bribery & Corruption are the

responsibility of all Employees. You must notify [X - E.G. LINE MANAGER, HEAD OF LEGAL] as

soon as possible if you are offered a bribe, are asked to make one, suspect that this may

happen in the future, or believe that you are a victim of another form of unlawful activity.

6.6 All Employees have the responsibility to read, understand and comply with this policy.

You should at all times, avoid any activity that might lead to, or suggest, a breach of this

policy.

6.7 Any Employee who breaches this policy will face disciplinary action, which could result

in dismissal for gross misconduct.

6.8 This policy should be read in conjunction with the Company’s Gifts, Invitations &

Hospitality policy, Conflicts of Interest policy and Code of Ethics.

6.9 Employees are encouraged to raise concerns about any instance, or suspicion, of

malpractice at the earliest possible stage through their line manager or other available

reporting mechanisms [ADD DETAIL ABOUT YOUR COMPANY’S SPEAK UP LINE/POLICY].

FURTHER "RED FLAGS" THAT MAY INDICATE BRIBERY OR CORRUPTION ARE SET OUT IN

APPENDIX 1.

7. PROTECTION

7.1 Employees who refuse to take part in bribery or corruption, or report in good faith

under this policy their suspicion that an actual or potential bribery or other corruption

offence has taken place or may take place in the future will be protected from detrimental

treatment/retaliation. Detrimental treatment includes dismissal, disciplinary action, threats

or other unfavourable treatment connected with raising a concern.

8. GOVERNANCE

8.1 The board of directors has overall responsibility for ensuring this policy complies with

our legal and ethical obligations, and that all those under our control comply with it.

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8.2 [X – E.G. HEAD OF ETHICS, HEAD OF LEGAL] has primary and day-to-day responsibility

for implementing this policy and for monitoring its use and effectiveness. Management at

all levels are responsible for ensuring those reporting to them are made aware of and

understand this policy and are given adequate and regular training on it. This training shall

also be given to Intermediaries.

9. MONITORING AND REVIEW

9.1 The Company will establish and put in place appropriate performance measures and

reporting systems to monitor performance against metrics and compliance with the relevant

policies, procedures and controls.

9.2 [X – E.G. HEAD OF ETHICS, HEAD OF LEGAL] will monitor the effectiveness and review

the implementation of this policy, regularly considering its suitability, adequacy and

effectiveness. Any improvements identified will be made as soon as possible.

9.3 Internal control systems and procedures will be subject to regular audits to provide

assurance that they are effective. [X – E.G. HEAD OF ETHICS, HEAD OF LEGAL] will report to

the CEO at least annually on the application of this policy.

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APPENDIX 1

"RED FLAGS"

The following is a list of possible red flags that may arise during the course of your work for

us and which may raise concerns under various anti-bribery and anti-corruption laws. The

list is not intended to be exhaustive and is for illustrative purposes only.

If you encounter any of these red flags while working for us, you must report them promptly

to [X E.G. LINE MANAGER, HEAD OF LEGAL]

(a) you become aware that a Third Party engages in, or has been accused of engaging in,

improper business practices;

(b) if the Third Party refuses to divulge adequate information during due diligence

procedure;

(c) you learn that a Third Party has a reputation for paying bribes, or requiring that bribes

are paid to them, or has a reputation for having a ‘special relationship’ with foreign

Public Officials;

(d) a Third Party insists on receiving a commission or fee payment before committing to

sign up to a contract with us, or carrying out a government function or process for us;

(e) a Third Party requests payment in cash and/or refuses to sign a formal commission or

fee agreement, or to provide an invoice or receipt for a payment made;

(f) a Third Party requests that payment is made to a country or geographic location

different from where the Third Party resides or conducts business;

(g) a Third Party requests an unexpected additional fee or commission to ‘facilitate’ a

service;

(h) a Third Party demands lavish Gifts, Invitations or Hospitality before commencing or

continuing contractual negotiations or provision of services;

(i) a Third Party requests that a payment is made to ‘overlook’ potential legal violations;

(j) a Third Party requests that you provide employment or some other advantage to a

friend or relative;

(k) a Third Party requests that you make a political contribution or donation to the party

or charity of their choice before agreeing to undertake a business relationship with the

Company

(l) you receive an invoice from a Third Party that appears to be non-standard or

customised;

(m) a Third Party refuses to put terms agreed in writing;

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(n) you notice that we have been invoiced for a commission or fee payment that appears

large given the service stated to have been provided;

(o) a Third Party requests or requires the use of an Agent, intermediary, consultant,

distributor or supplier that is not typically used by or known to us; or

(p) you are offered an unusually generous gift or offered lavish hospitality by a Third Party.

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